mm04-1310lnc_sc13da16.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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SCHEDULE
13D
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(Rule
13d-101)
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 16)
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Leucadia
National Corporation
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(Name
of Issuer)
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Common
Shares, $1 par value
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527288
5 10 4 |
(Title
of class of securities)
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(CUSIP
number) |
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Andrea
A. Bernstein, Esq.
Weil,
Gotshal & Manges LLP
767
Fifth Avenue
New
York, NY 10153
(212)
310-8000
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(Name,
address and telephone number of person authorized to receive notices and
communications)
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April
12, 2010
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(Date
of event which requires filing of this statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box ¨.
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Note: Schedules
filed in paper format shall include a signed original and five copies of
the Schedule, including all exhibits.
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(Continued
on following pages)
(Page
1 of 7 pages)
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CUSP No. 527288
5 10 4
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13D
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1
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NAME
OF REPORTING PERSON:
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Ian
M. Cumming
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
x
(b)
¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS:
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N/A
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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United
States
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER:
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23,893,557*
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER:
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216,000
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER:
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23,893,557*
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER:
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216,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
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24,109,557*
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
See
Item 5.
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x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.8%*
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14
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TYPE
OF REPORTING PERSON:
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IN
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*
Includes 2,000,000 shares of Common Stock issuable upon exercise of warrants
exercisable within 60 days.
CUSIP
No. 527288 5 10 4
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13D
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|
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1
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NAME
OF REPORTING PERSON:
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Joseph
S. Steinberg
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
x
(b)
¨
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3
|
SEC
USE ONLY
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4
|
SOURCE
OF FUNDS:
|
N/A
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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United
States
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER:
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26,428,351*
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BENEFICIALLY
OWNED
BY
|
8
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SHARED
VOTING POWER:
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139,200
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EACH
REPORTING
|
9
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SOLE
DISPOSITIVE POWER:
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26,428,351*
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PERSON
WITH
|
10
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SHARED
DISPOSITIVE POWER:
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139,200
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
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26,567,551*
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
See
Item 5.
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x
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.8%*
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|
14
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TYPE
OF REPORTING PERSON:
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IN
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*
Includes 2,000,000 shares of Common Stock issuable upon exercise of warrants
exercisable within 60 days.
This
Statement constitutes Amendment No. 16 to the Statement on Schedule 13D, as
previously amended (the “Schedule 13D”), filed with the Securities and Exchange
Commission, by Ian M. Cumming and Joseph S. Steinberg with respect to the Common
Shares, par value $1 per share (the “Common Shares”), of Leucadia National
Corporation (the “Company”). Unless otherwise indicated, all capitalized terms
used herein shall have the meaning ascribed to them in the Schedule
13D.
Item
4. Purpose of
Transaction.
Item 4 is
hereby amended by adding the following at the end thereof:
The third
paragraph of Item 5(a)-(b) hereof is incorporated herein by
reference.
Item
5. Interest in Securities of
the Issuer.
Item 5 of
the Schedule 13D is hereby amended and restated in its entirety, with effect
from the date of this Amendment, as follows:
(a)-(b)
As of April 12, 2010, Ian M. Cumming and Joseph S. Steinberg beneficially owned
the following Common Shares:
Ian M.
Cumming is the beneficial owner of 23,893,557 Common Shares (including 2,000,000
Common Shares issuable upon exercise of currently exercisable warrants to
purchase Common Shares). The 23,893,557 Common Shares represent
approximately 9.7% of the 243,300,154 Common Shares outstanding as of March 22,
2010, together with the 2,000,000 additional Common Shares issuable upon
exercise of the warrants which are deemed to be outstanding with respect to Mr.
Cumming. Mr. Cumming has sole dispositive power over such Common
Shares. Mr. Cumming may also be deemed to be the beneficial owner of
an additional 216,000 Common Shares (less than .1%) beneficially owned by his
wife. The foregoing does not include: (i) an aggregate of 258,210
Common Shares (approximately .1%) that are beneficially owned by a private
charitable foundation, of which Mr. Cumming is a trustee and President and as to
which Mr. Cumming disclaims beneficial ownership, and (ii) an aggregate of
101,666 Common Shares (less than .1%) that are beneficially owned by a nonprofit
corporation, of which Mr. Cumming is a director and President and as to which
Mr. Cumming disclaims beneficial ownership.
Joseph S.
Steinberg is the beneficial owner of 26,428,351 Common Shares (including
2,000,000 Common Shares issuable upon exercise of currently exercisable warrants
to purchase Common Shares). The 26,428,351 Common Shares represent
approximately 10.8% of the 243,300,154 Common Shares outstanding as of March 22,
2010, together with the 2,000,000 additional Common Shares issuable upon
exercise of the warrants which are deemed to be outstanding with respect to Mr.
Steinberg. Mr. Steinberg has sole dispositive power over such Common
Shares. Mr. Steinberg may also be deemed to be the beneficial owner
of an additional 139,200 Common Shares (less than .1%) beneficially owned by his
wife and daughter.
On April
12, 2010, Mr. Cumming entered into a sales plan, modified effective April 13,
2010, for the sale from time to time from April 13, 2010 through October 13,
2010 of up to 326,164 Common Shares with J.P.Morgan Securities Inc. pursuant to
a plan intended to comply with Rule 10b5-1 promulgated under the Securities
Exchange Act of 1934, as amended.
Messrs.
Cumming and Steinberg have an oral agreement pursuant to which they will consult
with each other as to the election of a mutually acceptable Board of Directors
of the Company. Each of Mr. Cumming and Mr. Steinberg may, in
the future, from time to time, acquire or dispose of additional Common Shares in
private transactions, open market transactions or otherwise. Except
as discussed in this Amendment No. 16, neither Mr. Cumming nor Mr. Steinberg has
any present plans or intentions that would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
(c) The
following table sets forth all transactions with respect to the Common Shares
effected by Messrs. Cumming and Steinberg during the sixty (60) days preceding
the date hereof and not previously reported (all sales reflected below were made
in open market transactions).
Reporting Person
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Date
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Transaction
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Number of
Common Shares
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Weighted Average Price Per
Share (Excluding
Commissions)
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Joseph
S. Steinberg
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03/29/2010
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Sale
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435,700 |
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$ |
25.1551 |
(1) |
Joseph
S. Steinberg
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03/30/2010
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Sale
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252,000 |
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$ |
25.051 |
(2) |
Joseph
S. Steinberg
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03/31/2010 |
Sale |
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312,300 |
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$ |
24.9442 |
(3) |
Ian
M. Cumming
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04/12/2010
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Sale
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173,836 |
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$ |
26.9258 |
(4) |
(1) Reflects
weighted average per share price of separately priced transactions at a range of
$25.00-$25.49. Upon the request of the Commission, full information
regarding the number of shares sold at each separate price will be
provided.
(2) Reflects
weighted average per share price of separately priced transactions at a range of
$24.84-$25.36. Upon the request of the Commission, full information
regarding the number of shares sold at each separate price will be
provided.
(3) Reflects
weighted average price per share of separately priced transactions at a range of
$24.73-$25.07. Upon the request of the Commission, full information
regarding the number of shares sold at each separate price will be
provided.
(4) Reflects
weighted average price per share of separately priced transactions at a range of
$26.85-$27.035. Upon the request of the Commission, full information
regarding the number of shares sold at each separate price will be
provided.
In
addition, the private charitable foundation, of which Mr. Cumming is a trustee
and President and as to which Mr. Cumming disclaims beneficial ownership, sold
25,000 shares on April 12, 2010 at a weighted average price (excluding
commissions) of $26.9573 per share, reflecting a weighted average price per
share of separately priced transactions at a range of
$26.94-$27.00. Upon the request of the Commission, full information
regarding the number of shares sold at each separate price will be
provided.
(d) Not
applicable.
(e) Not
applicable.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to the
Securities of the Issuer.
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Item 6 is
hereby amended by adding the following at the end thereof:
The third
paragraph of Item 5(a)-(b) hereof is incorporated herein by
reference.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: April
13, 2010
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By:
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/s/ Ian
M. Cumming
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Ian
M. Cumming
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: April
13, 2010
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By:
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/s/
Laura E. Ulbrandt, Attorney-in-Fact
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Laura
E. Ulbrandt, Attorney-in-Fact for Joseph S.
Steinberg
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